MASTER SERVICE AGREEMENT

Welcome to Neuro-ID, Inc. (“Neuro-ID,” “we,” or “us”), and thank you for signing up for our real-time behavioral analytics products and services.

If you accept this Agreement on behalf of a company or other legal entity, then “Customer” or “you” means that entity, and you represent and warrant that: (i) you are authorized to bind this entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to the terms and conditions of this Agreement on their behalf. If you do not have authority bind the entity, or you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.

BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, OR (2) EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS MSA.

This Agreement was last updated on April 19, 2022. It is effective between Customer and Neuro-ID as of the date of Customer’s acceptance of this Agreement.

 

1. Definitions.

Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Agreement” means this Master Services Agreement (“MSA”) and any Orders entered pursuant to this MSA, including all referenced documents, and all associated amendments and addenda.

Customer Data” any data, content, or information directly provided to us or our Service by you. Customer Data does not include any feedback provided by Customer or information derived from or generated by an End User’s interaction with the Neuro-ID Software.

End User” means an individual who has digital interactions with questions and input fields on Customer’s electronic forms.

Neuro-ID Data” any data (including meta-data) or information provided by Neuro-ID or derived from, or generated by, your use of our Services (excluding Customer Data). Neuro-ID Data specifically includes the Neuro-ID Software and the anonymous data collected by Neuro-ID from the form interactions of End Users.

Order” means a document or online order entered into between Customer and Neuro-ID, or any of their Affiliates, that specifies the Services to be provided by Neuro-ID. By entering into an Order, an Affiliate of Customer agrees to be bound by the terms of this Agreement as if it were an original party.

Purchased Services” means the Services and licensing of Neuro-ID Data that Customer or its Affiliate purchases under an Order. Purchased Services do not include Services provided pursuant to a free trial.

Services” are the services provided to Customer under an Order.

Software” means Neuro-ID’s proprietary fraud and identity SaaS products, which shall be accessed by Customer via the internet and will include any updates made generally available at no additional charge to similarly situated Neuro-ID customers. The Software does not collect any personal information.

User” means an individual who is authorized by Customer to access or use the Services, and who has been provided an account credential. For example, Users may include employees, contractors and agents of Customer.

2. Our Responsibilities.

          2.1 Services and Neuro-ID Data. Neuro-ID will make the Services and Neuro-ID Data available to you pursuant to this Agreement. The Services are comprised of identity screening, behavior monitoring and alerts for fraud ring attacks. You will access Neuro-ID Data through the Services. Neuro-ID provides certain Services and Neuro-ID Data by using online interaction data collected by our Software to monitor friction experienced by End Users to predict End User outcomes.

          2.2 Security of Customer Data. Neuro-ID does not collect personally identifiable information. Any information provided by Customer for an End User’s session will be linked through an anonymous, unique session ID. A unique ID will be assigned to each End User session as soon as the End User first arrives on a page on which Neuro-ID Software is integrated.  Individual results are returned associated with this anonymous ID and aggregate analyses are calculated based upon this ID as the unit of analysis.

          2.3 Customer Data Deletion. Upon termination of this Agreement, you may request deletion of your Customer Data. Subject to the “Use of Customer Data” section below, Neuro-ID will delete Customer Data within 90 days.

          2.4 Our Privacy Policy. With respect to Neuro-ID Data that we make available to Customer, we will (a) ensure that we have posted a privacy policy that complies with applicable law, (b) obtain consent and offer opt-outs that may be required under applicable law, and (c) not collect or disclose any personal data about any individuals.

          2.5 Support. We provide email support for the Purchased Services during normal non-holiday business hours.

          2.6 Compliance with Laws. Subject to your use of the Services in accordance with this MSA and any applicable Orders, we will provide the Services in accordance with laws applicable to our provision of the Services to our customers generally meaning without regard to your particular use of the Services.

          2.7 Aggregated Anonymous Data. Customer agrees that Neuro-ID may analyze aggregate, anonymized data about its customers’ use of the Software that are non-personally identifiable with respect to Customer and/or any individual and use that data for purposes of Neuro-ID’s own sales, marketing, business development, product enhancement, or customer service initiatives. Notwithstanding the foregoing, Neuro-ID shall ensure that the data will not constitute personal information and will not include any personal data.

NOTWITHSTANDING THE “REPRESENTATIONS AND WARRANTIES” SECTION AND “INDEMNIFICATION BY NEURO-ID” SECTION, DURING A FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS”, WITHOUT ANY WARRANTY OF ANY KIND. WE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS, NOR LIABILITY OF ANY TYPE, WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS THE EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE OUR LIABILITY SHALL NOT EXCEED $5,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION, YOU ARE FULLY LIABLE FOR ANY DAMAGES ARISING OUT OF YOUR OR YOUR AFFILIATES’ USE OF THE SERVICES AND NEURO-ID DATA DURING ANY FREE TRIAL PERIOD, YOUR BREACH OF THIS AGREEMENT, AND YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

3. Your Responsibilities.

          3.1 Generally. You will be responsible for your compliance with this Agreement and for the compliance of all Affiliates and Users. You will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Neuro-ID Data and will notify us without undue delay of any such unauthorized access or use. You will use the Services and Neuro-ID Data only in accordance with this Agreement. You are solely responsible for ensuring that your use of the Services and Neuro-ID Data, including your provision of Customer Data to Neuro-ID as contemplated hereunder, does not include any personally identifiable information of any End User and does not violate the laws of the applicable jurisdictions in which you do business. Any use of the Services in breach of this Section by Customer, its Affiliates, or any Users, may result in Neuro-ID’s immediate suspension of the Services; however, Neuro-ID will use commercially reasonable efforts under the circumstances to provide you with notice and an opportunity to remedy a breach prior to suspension.

          3.2 Your Privacy Policy. You will not collect, nor provide to Neuro-ID, any Customer Data that is not collected, stored, or used in accordance with applicable law and your privacy policy (or the privacy policy of your customers, if applicable). You agree to not provide any personally identifiable information of any End Users to us. You will ensure that your privacy policy is readily accessible to anyone whose personal information you disclose to us and, if required by applicable law, provide individuals with the ability to exercise rights applicable to their personal information, such as opting-out of disclosure of their personal information by you. You are solely responsible for obtaining any consents required in connection with your provision of Customer Data to Neuro-ID for the purposes described in this Agreement.

3.3 Restrictions.

          3.3.1 General Restrictions. Customer will not: (a) make any Services or Neuro-ID Data available to anyone other than Customer, its Affiliates, and their respective Users; (b) use the Services or Neuro-ID Data for the benefit of anyone other than Customer or its Affiliates; (c) interfere with or disrupt networks connected to the Service or interfere with the ability of others to access or use the Service; (d) transmit or upload any material or otherwise use the Neuro-ID Data or Software in any manner that could constitute a criminal offense or give rise to civil liability; (e) permit direct or indirect access to or use of any Services or Neuro-ID Data in a way that circumvents any usage limits; (f) reproduce, modify, distribute, disassemble, reverse engineer or create derivative works based on any portion of the Services; (g) violate or attempt to violate the security of the Services, or introduce any malicious code into the Services; (h) use the Services or Neuro-ID Data to build a competitive product or service; or (i) submit Customer Data to the Services that contain any personally identifiable information or information deemed “sensitive” under applicable law.

          3.3.2 Data Use Restrictions. Customer will use the Neuro-ID Data for fraud detection and prevention use cases only, and will not: (a) use the Neuro-ID Data for marketing purposes; (b) use the Neuro-ID Data in violation of any applicable law, rule, or regulation or in violation of any third-party right; (c) store the Neuro-ID Data for purposes other than Customer’s own internal business purposes; (d) use the Neuro-ID Data in conjunction with illicit activities; or (e) merge stored Neuro-ID Data with other data unless it is coded or tagged to indicate Neuro-ID as its source.

You acknowledge that the Service is not provided by a “consumer reporting agency” as that term is defined in the Fair Credit Reporting Act (“FCRA”) and the Neuro-ID Data do not constitute “consumer reports” as defined in the FCRA. Accordingly, the Neuro-ID Data may not be used as a factor in determining eligibility for credit, insurance, employment, or any other purpose in which a consumer report may be used under the FCRA (or any similar consumer credit law in the United States of America or otherwise).

          3.4 Orders and Accounts. To access the Services and Neuro-ID Data, you must enter into an Order. You agree to pay us for the Purchased Services that you order as stated on an Order. You agree that the account information you provide will be accurate and complete at the time you provide it, and you will maintain and update such information to keep it accurate and complete. We may contact you and require confirmation of your account information before you use or continue to use the Services. We reserve the right to terminate any licenses granted hereunder and to refuse to provide you access to the Services if, in our sole discretion, we determine that any of your account information is, or appears to be, inaccurate, incomplete, or fraudulent.

4. Proprietary Rights.

          4.1 Customer Data.

                    4.1.1 Ownership of Customer Data. As between Neuro-ID and you, you own and retain all right, title, and interest in and to your Customer Data. Any derivative works created by your use of the Services from the Customer Data belong to Neuro-ID.

                    4.1.2 Use of Customer Data. You agree that we may analyze and store Customer Data for as long as reasonably necessary to provide fraud detection services through the Services. You grant Neuro-ID a worldwide, perpetual, irrevocable, royalty-free license to store, transmit, manipulate/transform, copy, use, modify, distribute, display and disclose Customer Data (1) to the extent necessary for Neuro-ID to perform its obligations under the Agreement, (2) in connection with internal operations and functions, and (3) in connection with providing analytics services.

          4.2 Neuro-ID Data and the Services.

                    4.2.1 Neuro-ID Data. As between Neuro-ID and you, Neuro-ID owns all rights, title and interest in and to the Services, the Neuro-ID Data, including any meta-data, and any enhancements or modifications thereto. No rights are granted to you hereunder other than as expressly set forth herein. Subject to your compliance with this Agreement, and in consideration of the promises reflected herein and your payment of related fees and taxes, Neuro-ID grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services, as set forth in this Agreement, for the duration of this Agreement. The Agreement does not transfer any title or any ownership right or interest in Neuro-ID Data nor in any intellectual property rights in the Neuro-ID Data, to you. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in the Agreement, is void from its inception. Neuro-ID reserves all rights not expressly granted under the Agreement.

                    4.2.2 Feedback. You assign to Neuro-ID all right, title and interest in and to all suggestions, ideas, feedback, reports, outcome data, correlate data, or error identifications related to Neuro-ID Data or the Services, or your use and evaluation thereof.

5. Fees and Payment

          5.1 Fees. Unless otherwise agreed in a signed writing, you will pay all fees specified in any Order. Except as otherwise specified herein or in an Order, payment obligations are non-cancelable, and fees paid are non-refundable, and minimum monthly or annual commitments that you purchase cannot be decreased during the relevant term or rolled into any future time period.

          5.2 Payment. Payment terms will be specified in an Order, but fees are generally invoiced in advance on all annual or monthly committed amounts. Payments may be made by either electronic funds transfers made directly from your bank account or by charging your credit card account. You authorize us to obtain payment for all Purchased Services listed in the Order for the initial term and any renewal terms. To the extent the terms regarding fees, payment, contract renewal, and contract term of an Order conflict with the terms of this Agreement, the Order will control.

          5.3 Unauthorized access. In the event of unauthorized access of the Services or Neuro-ID Data through your account, you should immediately notify us. You will remain responsible for all fees incurred through your account until the time you notify us of the unauthorized access. However, you shall not be responsible for unauthorized access caused by our gross negligence or willful misconduct. Our records will presumptively determine your usage of the Services and fees due hereunder, and we reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.

          5.4 Taxes. Our stated fees do not include any taxes, duties, or other governmental assessments, including, for example, value-added, sales, use or withholding taxes, that are assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases. If we have a legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate. Notwithstanding the foregoing, we are solely responsible for taxes assessable against us based on our income and employees.

          5.5 Errors. If a price stated on an Order is determined by us, in our sole discretion, to be in error, we are not under any obligation to offer you access to the Services at that price. We will notify you of the error and give you the opportunity to cancel your order and obtain a refund if payment has already been made. If you believe someone else has used your account or you are being charged for a product you do not have, please contact your account representative.

          5.6 Overdue Charges. We may charge late interest on any unpaid amount due at the rate of one- and one-half percent (1.5%) of the outstanding balance per month, or at the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date it is paid. Additionally, in the event any fees are more than thirty (3) days overdue, Neuro-ID may suspend its performance of the Services and require full payment before Neuro-ID resumes performance. You will be responsible for all costs we incur in connection with the collection of unpaid amounts, including court costs, attorneys’ fees, collection agency fees and any other associated costs.

          5.7 Suspension and Payment Disputes. If you owe any fees under this Agreement that are more than 45 days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations so that all obligations under your Agreement immediately become due and payable. We may also suspend Services until such amounts are paid in full; however, we will give you at least 10 days’ prior notice before suspending the Services, unless you pay by credit card or direct debit and your payment has been declined. We will not exercise our late payment rights, however, if you are disputing the charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

          5.8 Purchases through Third Parties. If you have purchased the Services through a third party, this Section 5 may not apply to you. We are not liable to you for any claims related to purchases made through third parties, so please contact the third party directly.

6. Term and Termination.

          6.1 Term Commencement. This Agreement commences on the date you first accept it (by using or gaining access to the Services) and continues so long as Neuro-ID is providing the Services to you. Each Order will identify the initial subscription period for the applicable Services.

          6.2 Term and Renewal. Unless otherwise provided in your Order, you agree that you have purchased the Purchased Services and access to Neuro-ID Data on an annual (12-month) commitment. Your Order will renew as specified in the applicable Order. You may change the renewal terms in an applicable Order by providing us with at least 30 days’ notice prior to the end of the then-applicable term. After the initial term, if Neuro-ID’s pricing increases, Neuro-ID will give you at least 60 days prior notice of the planned increased, and increases will take effect at renewal.

          6.3 Termination for Cause. Either one of us may terminate this Agreement for cause if the other party (i) materially breaches this Agreement and has not cured the breach within 30 days of receiving written notice from the other party, or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors or cancellation or readjustment of substantially all of its obligations.

          6.4 Payment on Termination. If you terminate this Agreement in accordance with Section 6.3(i) above, Neuro-ID will refund you any prepaid fees covering the remainder of the term of your Order(s) after the effective date of termination. If this Agreement is terminated by us in accordance with the same section, you will pay any unpaid fees covering the remainder of the term of all Orders to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to Neuro-ID for the period prior to the effective date of termination.

          6.5 Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights,” “Payment on Termination,” “Surviving Provisions,” “Confidentiality,” “Disclaimers,” “Limitation of Liability,” “Indemnification,” and “Miscellaneous” will survive any termination or expiration of this Agreement.

7. Confidentiality.

          7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of Neuro-ID includes the Services, Neuro-ID Data, including meta-data, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without the Receiving Party’s breach of any obligation hereunder, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

          7.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of similar kind, but not less than reasonable care, and will not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement. Except as otherwise authorized by the Disclosing Party in writing, the Receiving Party will limit access to Confidential Information of the Disclosing Party to those employees, contractors and agents who need access for purposes consistent with this Agreement. Neither party will disclose the terms of this Agreement or any Order to any third party other than its Affiliates (who are bound by all obligations hereunder), and legal counsel and accountants who are bound by professional obligations of confidentiality.

          7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if compelled by law or regulation, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

8. Representations and Warranties.

          8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. Customer agrees to comply with all applicable export and re-export control laws and regulations.

          8.2 Neuro-ID Warranties. During the term of this Agreement, we will not materially decrease the overall security of the Services or the overall functionality of the Purchased Services. For any breach of the warranties contained in this section 8.2, your exclusive remedies are those described in the “Termination for Cause” and “Payment on Termination” sections.

          8.3 Disclaimers. Neuro-ID does not represent or endorse the accuracy, completeness, or reliability of any Neuro-ID Data or other information displayed, uploaded, or distributed through the Services. Except as expressly provided herein, the Neuro-ID Data and Services are distributed “as is” and “as available” without warranties of any kind.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEURO-ID AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE. NO INFORMATION OR ADVICE PROVIDED BY NEURO-ID, ITS AFFILIATES, OR BY ITS EMPLOYEES, CONTRACTORS OR AGENTS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED HEREUNDER.

9. Indemnification and Defense.

          9.1 Indemnification by Us. We will defend you and your Affiliates against any claim, demand, or proceeding made or brought against you by a third party alleging that the Services infringe such third party’s patent, copyright, mask work, trademark or trade secret (a “Claim”), and will indemnify you from any damages, attorney fees and costs finally awarded as a result of a Claim, provided that you (a) promptly give us written notice of the Claim, (b) give us sole control of the defense and settlement of the Claim (except that we may not settle any Claim unless it unconditionally releases you from all liability), and (c) at our expense, give us reasonable assistance. If we receive information about an infringement claim related to any of the Services, we may, in our discretion (i) modify the Services so that they are no longer claimed to infringe, (ii) obtain a license for your continued use of your Purchased Service, or (iii) terminate your Order(s) for the allegedly infringing Service with 30 days’ prior written notice. We will refund you any prepaid fees covering the remainder of the term of all affected Orders. These defense and indemnification obligations do not apply if (1) a Claim arises from the use or combination of the Services with software, hardware, data, or processes not provided by Neuro-ID, if the Services or use thereof would not infringe without such combination; (2) a Claim arises from Services under an Order for which there is no charge; or (3) a Claim arises from your or your Affiliates’ breach of this Agreement.

          9.2 Indemnification by You. You will defend Neuro-ID, its Affiliates, and data providers against any claim, demand, or proceeding made or brought against us by a third party (a) alleging that any Customer Data or your use of Customer Data with the Services infringes or misappropriates such third party’s intellectual property rights, or (b) arising from Customer’s use of the Services or Neuro-ID Data in an unlawful manner or in violation of the Agreement, including any Order (a “Claim Against Neuro-ID”), and will indemnify us from any damages, costs and attorney fees finally awarded as a result of a Claim Against Neuro-ID, provided that Neuro-ID (x) promptly gives you written notice of the Claim Against Neuro-ID, (y) gives you sole control of the defense and settlement of the Claim Against Neuro-ID (except that you may not settle any Claim Against Neuro-ID unless it unconditionally releases us from all liability), and (z) at your expense, gives you reasonable assistance. Customer’s defense and indemnification obligations do not apply if a Claim Against Neuro-ID arises from Neuro-ID’s breach of this Agreement, including any Orders.

          9.3 Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.

10. Limitation of Liability.

          10.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION.

          10.2 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

11. Modifications.

We may change, suspend or discontinue any aspect of our products and services at any time, including the availability of any feature, database, or content. If a change would have a material adverse effect on your use of the Purchased Services, we will provide you at least 30 days’ notice, and if you disagree with the change, your exclusive remedy is to terminate the Agreement by providing ten business days’ written notice to us, and to stop using Neuro-ID’s products and services.

12. Miscellaneous.

          12.1. Notices. We may provide you notice of changes or any other matter by displaying notices to you generally through the Neuro-ID web site or, at our option, by using any contact information you have provided to us. You agree that notice by the foregoing means shall be deemed complete when posted by Neuro-ID or transmitted to you. All legal notices to Neuro-ID shall be delivered in writing and must be sent by either overnight courier or certified mail, return receipt requested to: Neuro-ID, Inc. Attn: Legal Department 911 Wisconsin Avenue, Suite 203 Whitefish, MT 59937 with a copy (which shall not constitute notice) to: legal@Neuro-ID.com.

          12.2 Time Limitation on Claims and Causes of Action. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or your use of the Services and Neuro-ID Data must be filed within one year after such claim or cause of action arose. Any claim not filed within the foregoing one-year period shall be forever barred.

          12.3 Governing Law, Venue. This Agreement and your use of the Services and Neuro-ID Data shall be governed by and construed in accordance with the United States Federal Arbitration Act to the exclusion of any inconsistent state laws. The arbitrator shall follow the law and judicial precedents that a United States District Judge sitting in the Southern District of New York would apply to the dispute. THE PARTIES SURRENDER AND WAIVE THE RIGHT TO SUBMIT ANY DISPUTE TO A COURT OR JURY, OR TO APPEAL TO A HIGHER COURT. THE PARTIES AGREE TO ARBITRATION ON AN INDIVIDUAL BASIS.

          12.4 Third-Party Beneficiaries. Except when Neuro-ID’s data providers are specifically referenced, there are no third-party beneficiaries under this Agreement.

          12.5 Confirmation of Compliance. If Neuro-ID has knowledge or a reasonable suspicion of your or your Affiliates’ non-compliance with this Agreement, we (or our authorized representative) may request information from you to confirm your compliance. This information may include, but not be limited to, architecture and data flow diagrams, copies of processing logs, and interviews with relevant engineers and stakeholders. You will promptly, but in no less than ten business days, provide us with all information we reasonably request, and will make available via telephone or video conferencing appropriate personnel in furtherance of these requests. We will take reasonable measures to ensure that our requests do not unreasonably disrupt your business operations. We will each bear our own costs with respect to any informational requests conducted hereunder.

          12.6 Waiver, Severability and Assignment. Neuro-ID’s failure to enforce a provision is not a waiver of its right to do so later. If any provision of this Agreement is held to be unenforceable for any reason, the provision will be reformed only to the extent necessary to make it enforceable, and such decision will not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. Except for assignment to your Affiliate, you may not assign any of your rights under this Agreement without our written consent, which we will not unreasonably withhold. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

          12.7 No Agency. The parties are independent contractors. Nothing herein will be construed to create a partnership, joint venture or any type of agency relationship between Neuro-ID and you.

          12.8 Marketing. Unless you opt out in writing by sending an opt-out notice to legal@Neuro-ID.com, you agree allow Neuro-ID to use your name and logo for marketing purposes.

          12.9 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Neuro-ID and you regarding your use of the Services and Neuro-ID Data and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in any order documentation, excluding an Order, is void. In the event of any conflict or inconsistency between this Agreement and an Order, the Order shall control. Titles and headings of sections of this Agreement are for convenience only and do not affect the construction of any provision of this Agreement.